Dissolution of a Non-Profit Legal Person

Any non-profit legal person constituted under Part III of the Companies Act can file an application for dissolution to voluntarily cease its existence. The application must be filed with the Registraire des entreprises within one year of the date of the adoption of a resolution to that effect by two-thirds of the members present at a special general meeting called for that purpose.

Before you file an application for dissolution, make sure that the legal person is still registered in the enterprise register. In addition, you must have filed the initial declaration and all the annual updating declarations as well as paid all the fees and charges payable under the ALPE. If the fees for the current year have not been paid, they must be paid when you file the application for dissolution.

Once the intent to dissolve has been declared, you may apply for the dissolution of the non-profit legal person by completing form RE-602, Déclaration d’intention de dissolution et demande de dissolution (see English courtesy translation RE-602-T). Applications for dissolution cannot be filed online. You must also enclose the following documents:

the notice of intent to dissolve (or an excerpt of the notice of intent to dissolve) that appeared in a newspaper, indicating the name of the newspaper and the date and place of its publication

The voluntary dissolution of a non-profit legal person is final and may never be revoked. Consequently, the non-profit legal person that chooses to voluntarily dissolve itself may not resume its activities.

Before you file this application, which will result in the closure of your enterprise by dissolution, make sure that you have submitted all required documents and that you have received all amounts from all government departments and agencies, and financial institutions to which your enterprise is entitled.

Fees and terms of payment

No fees are applicable for filing an application for dissolution.

However, you must pay any unpaid annual registration fees, including those for the current year.

Processing your application

If your application is compliant and complete, and the fees have been paid, the Registraire des entreprises will dissolve the company or the non-profit legal person and will establish the date on which it will be dissolved.

The Registraire des entreprises will then file an act of dissolution in the enterprise register and will send a copy of it to the company or non-profit legal person, or to its representative. The deposit of the act of dissolution cancels the registration of the company or non-profit legal person.

Client services

Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.

Client services staff can help you understand, in particular, the process for dissolving a company or non-profit legal person and the application of the rules of law in general. However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.